UK Law and Practice Contributed by: Carly Gulliver, Giles Distin, David Anderson, James Dawson, George Danczak and Elvan Hussein, Addleshaw Goddard
(a) inform and consult with affected employees’ trade union or elected representatives (or with employees directly if there are less than ten transferring employees); and (b) provide “employee liability information” to the buyer at least 28 days before the transfer. • A buyer must inform the seller of any post-transfer measures it envisages will affect transferring employees. If 20 or more redundancies are proposed, the Trade Union and Labour Relations (Consolidation) Act 1992 will apply. An employer must consult with repre- sentatives about proposed redundancies for a mini- mum period before any termination notice is given to employees. Works councils are not very common in the UK. If there is a works council in place, its opinion is not legally binding on an employer. 7.7 Currency Control/Central Bank Approval The UK does not have a currency control regulation nor require a central bank approval for an M&A trans- action. 8. Recent Legal Developments 8.1 Significant Court Decisions or Legal Developments Regulatory Intervention A key legal development in UK technology M&A was the Competition Appeal Tribunal’s decision in Meta Platforms, Inc. v Competition and Markets Authority [2022] CAT 26, which upheld the CMA’s order for Meta to divest Giphy. This case confirmed the CMA’s more assertive approach to technology sector M&A, focus- ing on potential future competition and dynamic mar- kets. The Digital Markets, Competition and Consum- ers Act 2024 has since expanded the CMA’s powers in digital markets. National Security and Sanctions Another significant case was R (on the application of FTDI Holding Ltd) v Chancellor of the Duchy of Lancas- ter [2025] EWHC 241 (Admin), the first judicial review under the NSIA. The court upheld a government order
requiring divestment due to national security concerns over sanctioned Russian ownership, highlighting the growing impact of national security and sanctions on technology M&A. Copyright Risks for AI Models A recent and particularly significant legal development in UK technology M&A was the High Court’s decision in Getty Images (US) Inc & Ors v Stability AI Limited [2025] EWHC 2863 (Ch). The Court held that AI model providers do not infringe UK copyright law by import- ing or offering in the UK models that were trained abroad on UK copyright-protected data. This judg- ment provides crucial clarity for the technology sec- tor, especially for transactions involving UK AI assets built on US-trained models, by reducing uncertainty around copyright risk and the value of such assets in M&A activity. The scope and focus of due diligence in UK technol- ogy M&A have broadened to reflect evolving risks and regulatory requirements. Cybersecurity, data privacy and regulatory compliance have become critical are- as of focus, alongside traditional IP and contractual matters. There is also increased focus on technology infrastructure open-source software use, software licences and ESG considerations. Cyber-attacks are becoming more frequent, sophis- ticated and damaging, and every client in every sec- tor can be impacted by these issues, especially with the development of artificial intelligence technologies. Buyers will therefore routinely assess a target’s secu- rity policies, and seek assurances that its systems are robust and that any historical breaches have been properly managed and disclosed. 9. Due Diligence/Data Privacy 9.1 Due Diligence Process If buyers are seeking W&I insurance on a deal, insurers are becoming increasingly focused on specialist due diligence such as cybersecurity.
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